SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Spatialight, Inc.
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(Exact name of registrant as specified in charter)
AMENDMENT NO. 3
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report dated July 10, 1996
on Form 8-K as set forth in the pages attached hereto, as was subsequently
amended by Form 8-K/A dated July 25, 1996 and by Form 8-K/A dated September 17,
1996:
Item 5. Other Events.
The registrant reported a private placement of its common stock and
warrants on Form 8-K dated July 10, 1996. On November 11, 1996, in
connection with the approval by the investors to permit a future additional
offering of common stock (relating to the Company's planned stock for stock
exchange for the remaining 20% common shares of Spatialight of California
(formerly WAH-III) owned by the original owners), the Company entered into
an Amendment Agreement which re-priced the July 11, 1996 offering (at
$1.125 per share) to $.8352 per share and issued an additional 550,000
shares to the original investors.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
(a) Financial Statement of Business Acquired. Not required.
(c) Exhibits.
Exhibit 10.33 Amendment to Share Purchase Agreements (two):
(1) Jalcanto, Ltd.
(2) Sabotini, Ltd.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 20, 1996 Spatialight, Inc.
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(Registrant)
/s/ William E. Hollis
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William E. Hollis, President
EXHIBIT 10.33(1)
AMENDMENT
to
SHARE PURCHASE AGREEMENT
This Amendment is entered into as of November 11, 1996, by and between
Spatialight, Inc. ("Spatialight") and Jalcanto Ltd. (the "Investor").
RECITALS
Spatialight and the Investor entered into a Share Purchase Agreement, dated
July 10, 1996, pursuant to which the Investor agreed to purchase 792,500 shares
of Spatialight common stock at $1.125 per share (together with Warrants to
purchase additional Spatialight shares). The Agreement provides for the
registration by Spatialight of the Shares and the Shares underlying the
Warrants. It also provides that Investor has the right to approve the issuance
of additional shares of Spatialight stock.
Spatialight has requested Investors consent to the issuance of stock
detailed below. In connection with that consent, and for other good and valid
business reasons, the parties hereto have agreed to reprice the original
purchase and to issue additional shares of common stock to Investor.
Now, therefore, the parties agree as follows:
1) Spatialight shall issue to Investor an additional 275,000 shares,
making the total shares purchased 1,067,500 for the total
consideration (receipt of which is hereby acknowledged) of
$891,562.50, resulting in a per share price of $.8352. Spatialight
shall direct its transfer agent to issue a certificate for additional
Shares upon execution and delivery of this Amendment.
2) The representations and warranties of the Company set forth in section
3 of the Share Purchase Agreement are true and correct and shall be
deemed incorporated herein and made as of the date hereof, except that
the capitalization of the Company has been altered by the issuance of
1,585,000 Shares to the Investor and another Investor. The definition
of Shares set forth in the Agreement shall be amended to include the
additional Shares to be issued hereunder, and the covenants of the
Company set forth in section 5 thereof shall be deemed set forth
herein and shall apply to the additional Shares as well. In
particular, the additional Shares shall be registered as set forth in
section 5.1 thereof. The registration required therein shall be
completed no later than December 31, 1996, which shall be deemed an
extension of the time period set forth in such section 5.1.
3) The representations and warranties of the Investor in section 4 of the
Share Purchase Agreement shall apply to the issuance of the additional
Shares as set forth herein.
<PAGE>
4) Investor hereby agrees that Spatialight may issue an additional
639,420 shares to the current minority shareholders of Spatialight of
California, Inc. in exchange for the 852,560 shares of Spatialight of
California, Inc. not owned by the Company. These shares will be
registered by the Company and released as follows: 25% upon exchange;
25% in six months; 25% in eighteen months; 25% in twenty-four months.
5) All other terms and conditions of the Share Purchase Agreement shall
remain in full force and effect, unamended except as provided herein,
and shall be deemed to be fully applicable to this Amendment as if set
forth herein.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
written above.
SPATIALIGHT, INC.
By: /s/ William E. Hollis
--------------------------
William E. Hollis
President
JALCANTO LTD
By: /s/ Shaun F. Cairns
--------------------------
Shaun F. Cairns
Director
EXHIBIT 10.33(2)
AMENDMENT
to
SHARE PURCHASE AGREEMENT
This Amendment is entered into as of November 11, 1996, by and between
Spatialight, Inc. ("Spatialight") and Sabotini Ltd. (the "Investor").
RECITALS
Spatialight and the Investor entered into a Share Purchase Agreement, dated
July 10, 1996, pursuant to which the Investor agreed to purchase 792,500 shares
of Spatialight common stock at $1.125 per share (together with Warrants to
purchase additional Spatialight shares). The Agreement provides for the
registration by Spatialight of the Shares and the Shares underlying the
Warrants. It also provides that Investor has the right to approve the issuance
of additional shares of Spatialight stock.
Spatialight has requested Investors consent to the issuance of stock
detailed below. In connection with that consent, and for other good and valid
business reasons, the parties hereto have agreed to reprice the original
purchase and to issue additional shares of common stock to Investor.
Now, therefore, the parties agree as follows:
1) Spatialight shall issue to Investor an additional 275,000 shares,
making the total shares purchased 1,067,500 for the total
consideration (receipt of which is hereby acknowledged) of
$891,562.50, resulting in a per share price of $.8352. Spatialight
shall direct its transfer agent to issue a certificate for additional
Shares upon execution and delivery of this Amendment.
2) The representations and warranties of the Company set forth in section
3 of the Share Purchase Agreement are true and correct and shall be
deemed incorporated herein and made as of the date hereof, except
that the capitalization of the Company has been altered by the
issuance of 1,585,000 Shares to the Investor and another Investor. The
definition of Shares set forth in the Agreement shall be amended to
include the additional Shares to be issued hereunder, and the
covenants of the Company set forth in section 5 thereof shall be
deemed set forth herein and shall apply to the additional Shares as
well. In particular, the additional Shares shall be registered as set
forth in section 5.1 thereof. The registration required therein shall
be completed no later than December 31, 1996, which shall be deemed an
extension of the time period set forth in such section 5.1.
3) The representations and warranties of the Investor in section 4 of the
Share Purchase Agreement shall apply to the issuance of the additional
Shares as Set forth herein.
<PAGE>
4) Investor hereby agrees that Spatialight may issue an additional
639,420 shares to the current minority shareholders of Spatialight of
California, Inc. In exchange for the 852,560 shares of Spatialight of
California, Inc. not owned by the Company. These shares will be
registered by the Company and released as follows: 25% upon exchange;
25% in six months; 25% in eighteen months; 25% in twenty-four months.
5) All other terms and conditions of the Share Purchase Agreement shall
remain in full force and effect, unamended except as provided herein,
and shall be deemed to be fully applicable to this Amendment as if set
forth herein,
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
written above.
SPATIALIGHT, INC.
By: /s/ William E. Hollis
--------------------------
William E. Hollis
President
SABOTINI LTD.
By: /s/ Shaun F. Cairns
--------------------------
Shaun F. Cairns
Director
